Company Number: 05830059
PROBABILITY PLC
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING (“AGM”) of the Company will be held at the offices of the Company’s brokers:
Collins Stewart, 9th Floor, 88 Wood Street, London EC2V 7QR on 24th September 2009 at 11.00am.
The meeting will be held in order to consider and, if thought fit, pass resolutions 1-6 as ordinary resolutions and resolutions 7 -8 as special resolutions.
Ordinary resolutions
1. To receive and adopt the report and accounts of the Company for the period ended 31 March 2009.
2. To re-appoint BDO Stoy Hayward as auditors to hold office until the conclusion of the next annual general meeting of the Company at which accounts are laid and to authorise the directors to fix the remuneration of the auditors.
3. To re-elect Graham Parr as a director whose office terminates at the AGM and who becomes eligible for election pursuant to article 87 of the Articles Of Association Of The Company.
4. To re-elect William Henbrey as a director pursuant to article 87 of the Articles Of Association Of The Company.
5. To elect Adam Neilson as a director pursuant to article 86 of the Articles Of Association Of The Company.
6. That the directors be generally and unconditionally authorised, pursuant to and in accordance with section 80 of the Companies Act 1985 (the “Act“), to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £64,833 such authority to expire on the date which is the earlier of the conclusion of the next annual general meeting of the Company or 15 months after the passing of this resolution unless previously renewed, varied or revoked by the Company in general meeting (provided that the Company may before such expiry make an offer to agreement which would or might require such relevant securities to be allotted after such expiry and the directors may allot relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired) and so that all previous authorities given by the Company in general meeting pursuant to section 80 of the Act are revoked (save to the extent relied upon prior to the passing of this resolution).
Special resolutions
7. That, conditional on the passing of resolution 6 above, the directors be empowered, during the period expiring on the date which is the earlier of the conclusion of the next annual general meeting of the Company or 15 months after the passing of this resolution unless previously renewed, varied or revoked by the Company in general meeting, to allot or make offers or agreements to allot equity securities (as defined in section 94 of the Act) pursuant to the authority granted by resolution 6 above as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate normal amount of £32,416 (representing 15 per cent of the issued share capital of the Company as at the date of this resolution).
8. To authorise the Company generally and unconditionally to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) of ordinary shares of 1p each provided that:
(a) The maximum aggregate number of ordinary shares that may be purchased is 3,241,663 (representing 15 per cent of the Company’s issued ordinary share capital as at the date of this resolution).
(b) The minimum price (excluding expenses) which may be paid for each ordinary share is 1p.
(c) The maximum price (excluding expenses) which may be paid for each ordinary share is the higher of:
i) 105 per cent of the average market value of an ordinary share in the Company for the five business days prior to the day the purchase is made; and
ii) the value of an ordinary share calculated on the basis of the higher of the price quoted for:
a) the last independent trade of; and
b) the highest current independent bid for,
any number of the Company’s ordinary shares on the trading venue where the purchase is carried out.
(d) The authority conferred by this resolution shall expire on the earlier of 15 months after the passing of this resolution or, if earlier, at the conclusion of the Company’s next annual general meeting save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.
BY ORDER OF THE BOARD
Signed:
Director
For and on behalf of Probability Plc
Dated: 18th August 2009
Registered Office: Staple Court, 11 Staple Inn Buildings, London WC1V 7QH
NOTES:
1. Shareholders entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and speak on their behalf. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a member of the Company. To appoint more than one proxy you may photocopy the Proxy Form which accompanies this notice. Investors who hold their shares through a nominee may wish to attend the meeting as a proxy, or to arrange for someone else to do so for them, in which case they should discuss this with their nominee or stockbroker. Shareholders are invited to complete and return the enclosed Proxy Form. Completion of the Proxy Form will not prevent a Shareholder from attending and voting at the meeting if subsequently he/she finds they are able to do so. To be valid, completed Proxy Forms must be received at the Company’s offices (2nd Floor, Devon House, 171-177 Great Portland Street, London W1W 5PQ) by not later than 11.00 am on 22 September 2009 (being 48 hours prior to the time fixed for the meeting) or, in the case of an adjournment, as at 48 hours prior to the time of the adjourned meeting.
2. Representatives of Shareholders which are corporations attending the meeting should produce evidence of their appointment by an instrument executed in accordance with section 36A of the Act or signed on behalf of the corporation by a duly authorised officer or agent and in accordance with article 71 of the Company’s articles of association a copy of which is available from the Company’s website at http://www.probability.co.uk
3. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specified that only those holders of Ordinary Shares registered in the register of members of the Company at 6.00 pm on 22nd September 2009 (being not more than 48 hours prior to the time fixed for the meeting) shall be entitled to attend and vote at the AGM in respect of such number of share registered in their name at that time. Changes to entries in the register of members after 6.00 pm on 22nd September 2009 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
4. The Register of Directors’ Interests, together with the Directors’ service agreements, and a copy of the company’s current Articles of Association, will be available for inspection during usual business hours on any weekday (Saturday and Public Holidays excluded) at the registered office of the Company until the date of the Annual General Meeting and at the place of the meeting for 15 minutes prior and until the termination of the meeting.
FORM OF PROXY follows…
PROBABILITY PLC
(Company number: 05830059)
Form of Proxy
For use at the annual general meeting of the Company
to be held at the offices of Collins Stewart,
9th Floor, 88 Wood Street, London EC2V 7QR
I/We* (see note 1 below)
…………………………………………………………………………………………………………
(BLOCK CAPITALS PLEASE)
being (a) member(s) of Probability PLC (the “Company”) hereby appoint the chairman of the meeting, or failing him:
……………………………………………………………………………………………(see note 1 below)
(Please do not write on this line if you have selected the Chairman. Do not insert your own name(s))
as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at the offices of Collins Stewart, 9th Floor, 88 Wood Street, London EC2V 7QR on 24th September 2009 at 11.00 am and at any adjournment thereof.
My/our proxy is to vote as indicated below in respect of the resolutions set out in the notice of annual general meeting (see note 4).
Please complete the fourth column entitled “No. of shares in respect of which proxy appointment is made” only if you require your proxy to act for you in respect of less than your entire holding of Probability shares, and insert in the fourth column the number of shares in respect of which the appointment is given to the proxy.
Signed:
(see notes 2 and 3 below)
Dated:
Name(s)
(BLOCK CAPITALS PLEASE)
Address:
(BLOCK CAPITALS PLEASE)
COMPLETED FORMS SHOULD BE SENT TO PROBABILITY PLC, 2nd FLOOR, DEVON HOUSE, 171-177 GREAT PORTLAND STREET, LONDON W1W 5PQ
|
RESOLUTIONS |
FOR |
AGAINST |
ABSTAIN (see note 5 below) |
NO. OF SHARES |
Ordinary resolutions |
||||
| 1. To receive and adopt the report and accounts of the Company for the period ended 31 March 2009. | ||||
| 2. To re-appoint BDO Stoy Hayward as auditors of the Company and to authorise the directors to fix their remuneration. | ||||
| 3. To re-elect Graham Parr as a director of the Company. | ||||
| 4. To re-elect William Henbrey as a director of the Company. | ||||
| 5. To elect Adam Neilson as a director of the Company. | ||||
| 6. To grant authority to the directors under section 80 of the Companies Act 1985. | ||||
Special resolutions |
||||
| 7. To grant authority to the directors under section 95 of the Companies Act 1985. | ||||
| 8. To authorise the Company to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) of ordinary shares subject to a number of conditions. | ||||
COMPLETED FORMS SHOULD BE SENT TO PROBABILITY PLC, 2nd FLOOR, DEVON HOUSE, 171-177 GREAT PORTLAND STREET, LONDON W1W 5PQ
Notes:
(1) A member has the right to appoint some other person(s) of his choice, who need not be a member as a proxy. If such appointment is made, delete the words “the Chairman of the Meeting” and insert the name and address of the person appointed Proxy in the space provided. If you proxy is being appointed in relating to less than your full voting entitlement please write next to the proxy holder’s name, the number of shares in relation to which they are authorised to act as your proxy. If you do not include a number, your proxy will be deemed to be authorised in respect of your full voting requirement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). To appoint more than one proxy contact the Company’s registrars, Capita Registrars, for (an) additional form(s) or you may photocopy this form. The number of shares held by each proxy where multiple proxies are appointed should not exceed in aggregate the number of shares held by you.
(2) This form of proxy must be signed by the appointor or his attorney duly authorised in writing. Any alteration to this form must be initialled by the signatory. If the appointor is a corporation, this form must be executed as a deed or under the hand of some officer or attorney duly authorised in that behalf.
(3) In the case of joint holders, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names shown in the register of members of the company in respect of the relevant joint holding.
(4) If this form is returned without any indication as to how the person appointed proxy shall vote, he will exercise his discretion as to how he votes or whether he abstains from voting. The proxy can also do this in relation to any other business arising at the meeting (including any resolution to amend a resolution or adjourn the meeting).
(5) The column headed ABSTAIN is provided to enable you to abstain on any particular resolution. However, it should be noted that an abstention is not a vote in law and will not be in the calculation of the proportion of the votes cast FOR and AGAINST a resolution.
(6) To be valid, this form must be completed and deposited together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, at the Company’s offices at 2nd Floor, Devon House, 171-177 Great Portland Street, London W1W 5PQ not less than 48 hours before the date and time fixed for the holding of the Meeting or any adjourned meeting.
(7) If you return more than one proxy form in respect of the same shares, those received last, before the latest time for receipt of proxies will take precedence.
(8) The completion and return of this Form of Proxy does not preclude a member from attending the Meeting and voting in person.
ENDS